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8-KThe DealStrategic

Acquisition / Disposition

Filed Dec 1, 2025 · 7mo ago · Accession 0001628280-25-054406

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 8-K ___________________________________   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2025 ___________________________________ Federal Signal Corporation (Exact name of registrant as specified in its charter) ___________________________________ Delaware 001-6003 36-1063330 (State or other jurisdiction  of incorporation) (Commission File  Number) (IRS Employer  Identification No.) 1333 Butterfield Road , Downers Grove , Illinois (Address of principal executive offices) 60515 (Zip Code) ( 630 )  954-2000 (Registrant’s telephone number, including area code) ___________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1.00 per share FSS New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐     If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o     Item 2.01    Completion of Acquisition or Disposition of Assets. As previously reported in the Current Report on Form 8-K filed by Federal Signal Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 25, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with McLaughlin Family Companies Inc., an Iowa corporation, and Scranton Manufacturing Company LLC, a Delaware limited liability company following its conversion from an Iowa corporation (“New Way”). On November 25, 2025, pursuant to the terms and conditions of the Purchase Agreement, the Company completed the acquisition of all of the outstanding equity interests of New Way for an initial purchase price of $396 million, which is subject to certain closing and post-closing adjustments (the “Acquisition”). The Company also paid additional consideration of $30 million for New Way’s manufacturing facilities and associated real estate rights in Iowa and Mississippi. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on September 25, 2025. Additionally, a copy of the press release issued by the Company in relation to the closing of the Acquisition is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01    Financial Statements and Exhibits. (d) Exhibits 10.1 Equity Purchase Agreement, dated as of September 24, 2025, by and among Federal Signal Corporation, Scranton Manufacturing Company Inc. and McLaughlin Family Companies Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report o n Form 8-K filed on September 25, 2025. 99.1 Federal Signal Corporation Press Release, dated November 26, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)   SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERAL SIGNAL CORPORATION Dated: December 1, 2025 By: /s/ Ian A. Hudson Ian A. Hudson, Senior Vice President and Chief Financial Officer
Filing details
Ticker
FSS
CIK
277509
Form type
8-K
Filing date
Dec 1, 2025
Report date
Nov 25, 2025
Document
fss-20251125.htm
Size
778 KB